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IOM GreeceDodekanisou 6, 17456, Alimos
Athens, Greece
REQUEST FOR QUOTATIONS (RFQ)AND
GENERAL INSTRUCTION TO SUPPLIERS (GIS)
Project : CS.0811 - Multi-sectoral assistance to and protection of migrants and refugees stranded in GreeceRef. No: 1823Date: 26-1-2017
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The International Organization for Migration (IOM) is an intergovernmental organization established in 1951 and is committed to the principle that humane and orderly migration benefits both migrants and society.
In the framework of the project “Multi-sectoral assistance to and protection of migrants and refugees stranded in Greece”, IOM invites interested eligible Suppliers to submit Quotations for the Supply & Delivery of Kitchen Appliances.
With this RFQ is the GIS which include the Instructions to Suppliers, Technical Specifications and administrative requirements that Suppliers will need to follow in order to prepare and submit their quotation for consideration by IOM.
Suppliers requiring any clarifications of the Request for Quotation Document may notify IOM Greece in writing at email address [email protected]. IOM Greece will reply to all invited suppliers in writing no later than three (3) calendar days prior to the deadline for the submission of Quotations. Quotations shall be valid for a period of forty five (45) calendar days after the submission deadline and shall be delivered to IOM Greece Dodekanisou 6 17456, Alimos, Athens, on or before 9 th of February 2017 at 14:00 hrs.
IOM reserves the right to accept or reject any quotation, and to cancel the procurement process and reject all quotations at any time prior to award of Purchase Order or Contract, without thereby incurring any liability to the affected Supplier/s or any obligation to inform the affected Supplier/s of the ground for IOM’s action.
Very truly yours,
IOM AthensProcurement Unit
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FPU.SF-19.2
GENERAL INSTRUCTION TO SUPPLIERS (GIS)
1. Description of Goods
IOM request prospective suppliers to submit quotation for the supply and delivery of containers:
Item No. Item Description Quantity
1 Electric stove 2352 Fridge 2173 Cooker hood 6
2. Corrupt, Fraudulent, and Coercive Practices
IOM requires that all IOM Staff, manufacturers, suppliers or distributors, observe the highest standard of ethics during the procurement and execution of all contracts. IOM shall reject any proposal put forward by Suppliers, or where applicable, terminate their contract, if it is determined that they have engaged in corrupt, fraudulent, collusive or coercive practices. In pursuance of this policy, IOM defines for purposes of this paragraph the terms set forth below as follows:
Corrupt practice means the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of the Procuring/Contracting Entity in the procurement process or in contract execution;
Fraudulent practice is any act or omission, including a misrepresentation, that knowingly or recklessly misleads, or attempts to mislead, the Procuring/Contracting Entity in the procurement process or the execution of a contract, to obtain a financial gain or other benefit to avoid an obligation;
Collusive practice is an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender procedure to obtain a financial gain or other benefit;
Coercive practice is impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities in a procurement process, or affect the execution of a contract
3. Conflict of Interest
All Suppliers found to have conflicting interests shall be disqualified to participate in the procurement at hand. A Supplier may be considered to have conflicting interest under any of the circumstances set forth below:
A Supplier has controlling shareholders in common with another Supplier;
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A Supplier receives or has received any direct or indirect subsidy from another Supplier;
A Supplier has the same representative as that of another Supplier for purposes of this quotation;
A Supplier has a relationship, directly or through third parties, that puts them in a position to have access to information about or influence on the Quotation of another or influence the decisions of the Mission/Procuring Entity regarding this quotation process;
A Supplier submits more than one Quotation in this Quotation process;
A Supplier who participated as a consultant in the preparation of the design or technical specifications of the Goods and related services that are subject of this quotation process.
4. Eligible Suppliers
Only Suppliers that are determined to be qualified shall be considered for award. The Supplier shall fill up and submit the standard IOM Vendor Information Sheet (VIS) (Annex E) to establish their eligibility together with the Quotation.
5. Cost of Preparing the Quotation
The Supplier shall bear all costs associated with the preparation and submission of his Quotation and IOM will not in any case be responsible and liable for the costs incurred.
6. Errors, omissions, inaccuracies and clarifications
The documents and forms requested for the purpose of soliciting Quotations shall form part of the Contract; hence care should be taken in completing these documents.
Suppliers shall not be entitled to base any claims on errors, omissions, or inaccuracies made in the Quotation Documents.
Suppliers requiring any clarifications on the content of this document may notify the IOM in writing at the following email address:
IOM will respond to any request for clarification received on or before 6 th of February 2017. Copies of the response including description of the clarification will be given to all Suppliers who received this General Instruction, without identifying the source of the inquiry.
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7. Confidentiality and Non-Disclosure
All information given in writing to or verbally shared with the Supplier in connection with this General Instruction is to be treated as strictly confidential. The Supplier shall not share or invoke such information to any third party without the prior written approval of IOM. This obligation shall continue after the procurement process has been completed whether or not the Supplier is successful.
8. IOM’s Right to Accept any Quotation and to Reject any and all Quotations
IOM reserves the right to accept or reject any Quotation, and to cancel the procurement process and reject all Quotations, at any time prior to award of contract, without thereby incurring any liability to the affected Supplier/s or any obligation to inform the affected Supplier/s of the ground for IOM’s action.
9. Requirements
9.1 Quotation Documents
The following shall constitute the Quotation Documents to be submitted by the Suppliers:a.) Quotation Form (Annex A)b.) Price Schedule Form (Annex B)c.) Delivery Schedule Form (Annex C)d.) Technical Specifications Form (Annex D)e.) Vendor Information Sheet (Annex E)Suppliers are required to use the forms provided as Annexes in this document.
9.2 Quotation Form
The Quotation Form (Annex A) and other required documents shall be duly signed and accomplished and typewritten or written in indelible ink. Any correction made to the prices, rates or to any other information shall be rewritten in indelible ink and initialed by the person signing the Quotation Form.
The language of the Quotation shall be in English or Greek and prices shall be quoted in Euro, exclusive of VAT.
Prices quoted by the Supplier shall be fixed during Supplier performance of the contract and not subject to price escalation and variation on any account, unless otherwise approved by IOM. A submitted quotation with an adjustable price quotation will be treated as non-responsive and will be rejected.
9.3 Validity of Quotation Price
The Quotation shall remain valid for a minimum period of forty five (45) calendar days, after the deadline for submission.
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In exceptional circumstances, prior to expiry of the period of validity of quotations, IOM may request that the Suppliers extend the period of validity for a specified additional period. The request and the response there to shall be made in writing. A supplier agreeing to the request will not be required or permitted to modify its quotation.
9.4 Documents Establishing Supplier’s Eligibility and Qualification
The Supplier shall furnish, as part of its Quotation, documents establishing the Supplier’s eligibility to submit Quotation and its qualifications to perform the contract if its Quotation is accepted. The IOM’s standard Vendors Information Sheet (Annex E) shall be used for this purpose.
In the case of a Supplier not doing business within the Mission’s country, the Supplier is or will be (if awarded the contract) represented by an Agent in that country equipped, and be able to carry out the Supplier’s maintenance, repair and spare parts-stocking obligations prescribed in the Conditions of Contract and/or Technical Specifications
10. Submission of Quotation Documents
Quotation must be submitted in a sealed envelope. The Supplier must seal the original and copy of the Quotation Documents as stated in item 9.1 (Quotation Documents) and shall be addressed to Procurement Unit- IOM Greece Dodekanisou 6 17456, Alimos, Athens.
Quotation shall be submitted by hand delivery or by courier mail to the above address on or before 9 th of February 2017 at 14:00 hrs . Late Quotations will not be accepted.
11. Opening of Quotations.
The opening of Quotations shall be carried out by IOM Bids Evaluation and Acceptance Committee (BEAC). IOM reserves the right to conduct opening of Quotations in public or not.
12. Acceptance of Quotations.
IOM is not bound to take an immediate decision on the acceptability or unacceptability of Quotations at the time of their opening.
13. Rejection of Quotations
Quotation can be rejected for the following reasons:
a) the Quotation is not presented in accordance with this General Instruction; b) the Quotation Form or any document which is part of the Quotation
Document is not signed; c) the Supplier is currently under list of blacklisted suppliers;
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d) the Supplier offer imposes certain basic conditions unacceptable to IOMe) the offered price is above the approved budget;
IOM is not bound to accept any offer received and reserves the right to waive any minor defect in an offer, provided, however, that such minor defect (i) does not modify the substance of the offer and (ii) does not change the relative ranking of the Suppliers.
14. Evaluation of Quotations
IOM shall evaluate and compare the Quotations on the basis of the following:
(a) Completeness and responsiveness of the documents mentioned in 9.1(b) Compliance with technical specifications including delivery requirement(c) Price
Arithmetical errors will be corrected on the following basis. If there is a discrepancy between the unit price and the total price that is obtained by multiplying the unit price and quantity, the unit price shall prevail, and the total price shall be corrected. If the Supplier does not accept the correction of the errors, its Quotation will be rejected. If there is a discrepancy between words and figures, the amount in words will prevail.
15. Post Qualification
Prior to award, post-qualification will be carried out by IOM to further determine the selected Supplier’s technical and financial capability to perform the contract. IOM shall verify and validate any documents/information submitted and shall conduct ocular inspection of the office, plant and equipment.
16. Award of Contract
The Supplier that has submitted the lowest evaluated Price; substantially responsive to the requirements of this General Instruction and who has been determined to be qualified to perform the contract shall be selected and awarded the contract. IOM shall notify the selected Supplier through a Notice of Award. IOM shall also notify in writing, the other Suppliers who were not selected without disclosing the reason for rejection.
17. Quantities, Delivery Site and Period of Delivery
The goods should be delivered at the following delivery site/s:
Item Description Quantity Location Coordinates
Electric stove 61 Accommodation center in Thiva
38.282793 23.332247
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Electric stove 78 Accommodation center in Kavala
40.945892 24.428782
Electric stove 70 Accommodation center in Drama
41.171424.0690
Electric stove 26 Accommodation center in Serres
41.072451 23.547302
Fridge 63 Accommodation center in Thiva
38.282793 23.332247
Fridge 79 Accommodation center in Kavala
40.94589224.428782
Fridge 75 Accommodation center in Drama
41.171424.0690
Cooker hood 6 Accommodation center in Kavala
40.94589224.428782
Delivery period shall be within 14 calendar days upon signing of the Purchase Order or Contract. IOM may request changing the delivery site which will be subject to the negotiation with the contractor regarding the transport if the radius is more than 50 km outside the planned site.
IOM reserves the right to increase or decrease by 20% the total amount of the requested quantity without affecting the unit price.
18. Liquidated Damages
If the Supplier fails to deliver any or all of the goods within the period specified in Clause 17 above, a penalty payment of 0.1% of the price of the undelivered goods for every day of breach of the delivery schedule by the Supplier will be requested.
19. Payment
Payment shall be made only upon IOM’s acceptance of the goods, and upon IOM’s receipt of invoice describing the goods delivered.
IOM may grant an advance payment equivalent to maximum of 15% of the Contract Amount upon submission of a claim and a Bank Guarantee for the equivalent amount valid until the goods are delivered and in the form provided in Annex G. The bank guarantee may be waived if the advanced amount is less than USD Ten Thousand Dollars (USD10,000).
20. Warranty
Warranty shall be quoted based on the standard warranties provided by the manufacturer unless specified in the Technical Specifications of this General Instruction. A Warranty Certificate shall be provided by the Supplier.
21. Settlement of Dispute
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The United Nations Commission on International Trade Law (UNCITRAL) arbitration rules will apply for any dispute, controversy or claim that will arise in relation to the procurement process.
Annex A
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QUOTATION FORM
Date : _______________________
To : _______________________ _______________________ _______________________
Having examined the General Instruction for the Supply and Delivery of [insert description of goods], the receipt of which is hereby duly acknowledge, I, representing [name of company] offer to supply and deliver the requested goods in conformity with the General Instruction for the total amount of [total bid amount in words and figures and currencies] in accordance with the Price Schedule (Annex B) which is herewith attached and form part of this Quotation.
I undertake if my offer is accepted, to deliver the goods in accordance with the delivery schedule set out in the Price Schedule.
I agree to abide by this Quotation for the Validity Period specified in the General Instruction which may be accepted at any time before the expiration of that period.
Until a formal contract is prepared and executed, this Quotation Form, together with your Notice of Award shall constitute a binding agreement between us.
I hereby certify that this Quotation complies with the requirements stipulated in the General Instruction.
Dated this______________day of____________2016.
________________________ ________________________________[signature over printed name] [in the capacity of]
Duly authorized to sign Quotation for and on behalf of ____________________________________ [name of company]
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Annex BPRICE SCHEDULE FORM
Ref: 1823
IOM reserves the right, to increase or decrease by 20% the total amount of the requested quantity without affecting the unit price.
____________________________________ Suppliers authorized signature over printed name
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ITEM NO. ITEM DESCRIPTION COUNTRY OF
ORIGIN QUANTITY UNIT UNIT PRICE (DAP)
TOTAL PRICE (DAP)
1. Electric stove (Thiva) 61
2. Electric stove (Kavala) 78
3. Electric stove (Drama) 70
4. Electric stove (Serres) 26
5. Fridge (Thiva) 63
6. Fridge (Kavala) 79
7. Fridge (Drama) 75
8. Cooker hood (Kavala) 6
Total:
Annex C
DELIVERY SCHEDULE FORMRef: 1823
Days
Item’s Description & Delivery
Place
1 2 3 4 5 6 7 8 9 10 11 12 13 14
IOM reserves the right to delay any given delivery of kitchen appliances without suffering any kind of penalty fees. Delivery to site, at the floor/room requested.
___________________________________________Contractors authorized signature over printed name
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Annex D
TECHNICAL SPECIFICATIONS
1. ELECTRIC STOVES
IOM’S SPECIFICATIONS BIDDER'S SPECIFICATIONS
QTY: 235 Electric stovesEnergy class: A to A+Dimensions (W x H x D) from 50 x 85 x 50 cm to 50 x 85 x 60 cmSliding door downwardDouble glazed refractory furnace for low temperatureOven LampThermostats6 constant switchesContain grill and cooking pan4 enameled burners (electrical)oven 50- 70 ltrfreeTransportation: IncludedWarranty: minimum 2 years
2. FRIDGES
IOM’S SPECIFICATIONS BIDDER'S SPECIFICATIONS
QTY: 217 FridgesWhite colorTotal volume (liters): 200-250 ltrCooling system: StaticEnergy class: A +Consumption (kWh / year): up to 226Dimensions (HxWxD): 144x54x60 cmReversible doorsUpper FreezerInstallation: freeTransportation: IncludedWarranty: minimum 2 years
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3. KITCHEN HOODS
IOM’S SPECIFICATIONS BIDDER'S SPECIFICATIONS
Cooker Type: SimpleDimension: 60 cmColour: WhiteMaximum absorption: 350m3 / hOperation Steps: 3
FreeTransportation: IncludedWarranty: minimum 2 years
______________________________________
Supplier’s authorized signature over printed name
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Annex E
VENDORS INFORMATION SHEET (VIS)
[insert here IOM Standard Vendors Information Sheet (VIS) and other required eligibility requirement if any]
VENDOR INFORMATION SHEET (VIS)
Name of the Company __________________________________________________________
Address Leased Owned Area: _______sqm
House No _____________________________________________________Street Name _____________________________________________________Postal Code _____________________________________________________City _____________________________________________________Region _____________________________________________________Country _____________________________________________________
Contact Numbers/AddressTelephone Nos. __________________ Contact Person: ___________________Fax No. ____________________E mail Address ____________________ Website: ___________________
Location of Plant/Warehouse Leased Owned Area: ______sqm______________________________________________________________________________________________________________________________________________________________________________________________________
Business Organization Corporation Partnership Sole Proprietorship
Business License No.: __________ Place/Date Issued:_________ Expiry Date ________
No. of Personnel ___________ Regular ___________ Contractual/Casual ____________
Nature of Business/Trade
Manufacturer Authorized Dealer Information Services
Wholesaler Retailer Computer Hardware
Trader Importer Service Bureau
Site Development/ Consultancy Others ____________
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Construction __________________
Number of Years in business: _________Complete Products & Services
____________________________________________________________________________________________________________________________________
Payment Details
Payment Method Cash Check Bank Transfer Others
Currency Loc.Currency USD EUR Others
Terms of Payment 30 days 15 days 7 days upon receipt of invoice
Advance Payment Yes No % of the Total PO/Contract
Bank Details:
Bank Name ________________________________________________Bldg and Street ________________________________________________City ________________________________________________Country ________________________________________________Postal Code ________________________________________________Country ________________________________________________Bank Account Name ________________________________________________Bank Account No. ________________________________________________Swift Code ________________________________________________Iban Number ________________________________________________
Key Personnel & Contacts (Authorized to sign and accept PO/Contracts & other commercial documents)
Name Title/Position Signature
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
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Companies with whom you have been dealing for the past two years with approximate value in US Dollars:
Company Name Business Value Contact Person/Tel. No.
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
Have you ever provided products and/or services to any mission/office of IOM?
Yes No
If yes, list the department and name of the personnel to whom you provided such goods and/or services.
Name of Person Mission/Office Items Purchased
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
Do you have any relative who worked with us at one time or another, or are presently employed with IOM? If yes, kindly state name and relationship.
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
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Trade Reference
Company Contact Person Contact Number
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
Banking Reference
Bank Contact Person Contact Number
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
_______________________ _______________________ _______________________
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REQUIREMENTS CHECK LIST
Please submit the following documents together with the Information Sheet:
No. DocumentFor IOM use only
Submitted Not Applicable
1 Company Profile (including the names of owners, key officers, technical personnel)
2Company's Articles of Incorporation, Partnership or Corporation, whichever is applicable, including amendments thereto, if any.
3Certificate of Registration from host country's Security & Exchange Commission or similar government agency/department/ministry
4 Valid Government Permits/Licenses (Financial and Insurance clearance)
5 Audited Financial Statements for the last 3 years
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Certificates from the Principals (e.g. Manufacturer's Authorization, Certificate of Exclusive Distributorship, Any certificate for the purpose, indicating name, complete address and contact details)
7 Catalogues/Brochures
8 List of Plants/Warehouse/Service Facilities
9 List of Offices/Distribution Centers/Service Centers
10 Quality and Safety Standard Document / ISO 9001
11 List of all contracts entered into for the last 3 years (indicate whether completed or ongoing )
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Certification that Non-performance of contract did not occur within the last 3 years prior to application for evaluation based on all information on fully settled disputes or litigation (Solemn Declaration)
13For Construction Projects: List of machines & equipment (include brand, capacity and indication if the equipment are owned or leased by the Contractor)
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I hereby certify that the information above are true and correct. I am also
authorizing IOM to validate all claims with concerned authorities.
Received by:
_______________________ _______________________Signature Signature
_______________________ _______________________ Printed Name Printed Name
_______________________ ______________________Position/Title Position/Title
_______________________ _______________________Date Date
__________________________FOR IOM USE ONLY_________________________
Purchasing Organization ___________________Account Group ___________________
Industry 001 002 003
where 001 - Transportation related to movement of migrants002 - Goods (e.g. supplies, materials, tools)003 - Services (e.g. professional services, consultancy, maintenance)
Vendor Type Global Local
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Annex F
IOM office-specific Ref. No.:IOM Project Code:LEG Approval Code / Checklist Code
AGREEMENT FOR THE SUPPLY AND DELIVERY OF GOODSBetween
The International Organization for MigrationAnd
[Name of the Other Party]
This Agreement for the Supply and Delivery of Goods (the “Agreement”) is entered into by the International Organization for Migration (“IOM”) of [insert address] represented by [insert Name, Title of Chief of Mission], hereinafter referred to as “IOM,” and [Name of the Supplier] of [insert address], represented by [insert Name, Title of the representative of the Supplier], hereinafter referred to as the the “Supplier” on [insert date]. IOM and the Supplier are also hereinafter referred to individually as a “Party” and collectively as the “Parties.”
1. Introduction and Integral Documents
The Supplier agrees to provide IOM with [insert description of goods] in accordance with the terms and conditions of this Agreement and its Annexes, if any.
The following documents form an integral part of this Agreement: [add or delete as required]
a) Annex A - Bid/Quotation Form;b) Annex B - Price Schedule;c) Annex C - Delivery Schedule and Technical Specifications;d) Annex D - Accepted Notice of Award (NOA); ande) Annex E - Performance Security.
2. Goods/Services Supplied
2.1. The Supplier agrees to supply the Goods to IOM in strict accordance with the specifications, and at the price stated for each item outlined below:
No. DescriptionProject
budget line/WBS
Qty Unit Unit Price Total
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2.2 The Supplier agrees to supply the following incidental services (the “Incidental Services”): [add or delete as required]
(a) Performance or supervision of on-site assembly and/or start-up of the supplied Goods;
(b) Furnishing of tools required for assembly and/or maintenance of the supplied Goods;(c) Furnishing of a detailed operations and maintenance manual for each appropriate
unit of the supplied Goods;(d) Performance, supervision, maintenance and/or repair of the supplied Goods, for a
period of time agreed by the Parties, provided that this service shall not relieve the Supplier of any warranty obligations under this Contract; and
(e) Training of IOM’s personnel, at the Supplier’s plant and/or on-site, in assembly, start-up, operation, maintenance, and/or repair of the supplied Goods.
3. Charges and Payment
3.1 The total price for the supply and delivery of the Goods and any Incidental Services under this Agreement is [currency code] [amount in figures] ([amount in words, including currency]) (the “Price”).
3.2 The Supplier shall invoice IOM [upon delivery of all Goods / upon each delivery] in accordance with this Agreement and payment shall become due 30 (thirty) calendar days after acceptance by IOM of the Goods.
3.3 The invoice will be accompanied by the following documents: air way bill number, shipping invoice, packing list, certificate of origin [add or delete as required]
3.4 Payments shall be made in [currency] (currency code) by bank transfer to the following bank account of the Supplier:
[bank account details]
3.5 The Price specified in Article 3.1 is the total charge to IOM. The Supplier shall be responsible for the payment of all taxes, duties, levies and charges assessed on it in connection with this Agreement.
3.6 IOM shall be entitled, without derogating from any other right it may have, to defer payment of part or all of the Price until the Supplier has completed, to the satisfaction of IOM, the delivery of the Goods and the Incidental Services to which those payments relate.
4. Delivery
4.1 The Goods shall be delivered to: [insert place of delivery] on [insert delivery date] by [insert method of delivery or refer to Delivery Schedule annexed]. The cost of delivery is deemed included in the Price specified in Article 3.1 of this Agreement. The
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Incidental Services as described in Article 2.2 shall be performed at the place of delivery and completed by the same delivery date, unless otherwise stated in Article 2.2 of this Agreement.
4.2 In the event of breach of this clause IOM reserves the right to:
(a) Terminate this Agreement without liability by giving immediate notice, and to charge the Supplier any loss incurred as a result of the Supplier's failure to make the delivery within the time specified; or
(b) Charge a penalty of 0.1% (one-tenth of one percent) of the Price for every day of delay or breach of the delivery schedule by the Supplier.
5. Performance Security (applicable for contracts over USD250,000)
5.1 The Supplier shall furnish IOM with a performance security (the “Performance Security”) in an amount equivalent to [10 (ten)] per cent of the Price, to be issued by a reputable bank or company, and in the format acceptable to IOM.
5.2 The Performance Security shall serve as the guarantee for the Supplier’s faithful performance and compliance with the terms and conditions of this Agreement. The amount of the Performance Security shall not be construed as the limit of the Supplier’s liability to IOM, in the event of breach of this Agreement by the Supplier. The Performance Security shall be effective until [insert a date 30 days from the completion of Supplier’s obligations] following which it will be discharged by IOM.
6. Inspection and Acceptance
6.1 Where any annexed Technical Specifications state what inspections and tests are required and where they will be carried out, those terms will prevail in the event of any inconsistency with the provisions in this clause.
6.2 IOM or its representative shall have the right to inspect and/or test the Goods at no extra cost to IOM at the premises of the Supplier, at the point of delivery or at the final destination. The Supplier shall facilitate such inspections and provide required assistance.
6.3 IOM shall have 30 (thirty) calendar days after proper receipt of the Goods purchased to inspect them and either accept or reject them as non-conforming with this Agreement. Based on an inspection of a valid sample, IOM may reject the entire delivery. IOM may also charge the cost of inspecting rejected Goods to the Supplier. All rejected Goods will be returned to the Supplier, transportation charges collect, or held by IOM for disposition at Supplier's risk and expense. IOM’s right to reject the Goods shall not be limited or waived by the Goods having been previously inspected or tested by IOM prior to delivery.
6.4 The Supplier agrees that IOM’s payment under this Agreement shall not be deemed acceptance of any Goods delivered hereunder.
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6.5 The Supplier agrees that any acceptance by IOM does not release the Supplier from any warranty or other obligations under this Agreement.
6.6 Title to the Goods shall pass to IOM when they are delivered and accepted by IOM. Risk of loss, injury, or destruction of the Goods shall be borne by the Supplier until title passes to IOM.
7. Adjustments
7.1 IOM reserves the right to change at any time the quantities, packaging, unit size, place, method and/or time of delivery or the Incidental Services to be provided. Where the Goods are being specifically produced for IOM, IOM may also make changes to the drawings, designs or specifications.
7.2 The Supplier agrees to proceed with this Agreement in accordance with any such change(s) and to submit a claim request for an equitable adjustment in the Price or delivery terms caused by such change(s).
7.3 IOM may deem any claim by the Supplier for equitable adjustments under this clause waived unless asserted in writing within 10 (ten) days from the date of receipt by the Supplier of IOM’s change(s).
7.4 No change in, modification of, or revision to this Agreement shall be valid unless made in writing and signed by an authorized representative of IOM.
8. Packaging
8.1 The Supplier must provide proper and adequate packaging in accordance with best commercial practice, to ensure that the Goods being delivered to IOM will be free of damage. Packaging must be adequate to allow for rough handling during transit, exposure to extreme temperatures, salt and precipitation during transit and open storage, with consideration for the type of Goods and transportation mode. IOM reserves the right to reject any delivery that is deemed not to have been packaged adequately.
8.2 Packing, marking and documentation shall comply with any requirements or instructions notified by IOM.
9. Warranties
9.1 The Supplier warrants that all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. This warranty shall remain valid for 12 (twelve) months after the Goods have been delivered to and accepted at the final destination indicated in the Contract.
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9.2 The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods/Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM.
9.3 IOM shall promptly notify the Supplier in writing of any claims arising under this warranty.
9.4 Upon receipt of such notice, the Supplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM.
9.5 IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty.
9.6 The Supplier further represents and warrants that:
(a) It has full title to the Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the delivery of the Goods in accordance with this Agreement;
(b) It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement;
(c) In all circumstances it shall act in the best interests of IOM; (d) No official, employee or agent of IOM or any third party has received from, will be
offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof;
(e) It has not misrepresented or concealed any material facts in the procuring of this Agreement;
(f) The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM;
(g) It shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child;
(h) The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers;
(i) The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration.
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9.7 The Supplier further warrants that it shall:
a) Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (SEA) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement ( “other personnel”). For the purpose of this Agreement, SEA shall include: 1. Exchanging any money, goods, services, preferential treatment, job
opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions.
2. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel.
b) Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries.
c) Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA.
d) Ensure that the SEA provisions are included in all subcontracts. e) Adhere to above commitments at all times. Failure to comply with (a)-(d) shall
constitute grounds for immediate termination of this Agreement.
9.8 The above warranties survive the expiration or termination of this Agreement.
10. Assignment and Subcontracting
10.1 The Supplier shall not assign or subcontract the Agreement or any work under this Agreement in part or all, unless agreed upon in writing in advance by IOM. Any subcontract entered into by the Supplier without approval in writing by IOM may be cause for termination of the Agreement.
10.2 In certain exceptional circumstances by prior written approval of IOM, specific jobs and portions of the Agreement may be assigned to a subcontractor. Notwithstanding the said written approval, the Supplier shall not be relieved of any liability or obligation under this Agreement nor shall it create any contractual relation between the subcontractor and IOM. The Supplier remains bound and liable there under and it shall be directly responsible to IOM for any faulty performance under the subcontract. The subcontractor shall have no cause of action against IOM for any breach of the subcontract.
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11. Force Majeure
Neither Party will be liable for any delay in performing or failure to perform any of its obligations under this Agreement if such delay or failure is caused by force majeure, such as civil disorder, military action, natural disaster and other circumstances which are beyond the control of the Party in question. In such event, the Party will give immediate notice in writing to the other Party of the existence of such cause or event and of the likelihood of delay.
12. Independent Contractor
The Supplier shall provide the Goods under this Contract as an independent contractor and not as an employee, partner, or agent of IOM.
13. Audit
The Supplier agrees to maintain financial records, supporting documents, statistical records and all other records in accordance with generally accepted accounting principles to sufficiently substantiate all direct and indirect costs of whatever nature involving transactions related to the supply and delivery of Goods and the Incidental Services under this Agreement. The Supplier shall make all such records available to IOM or its designated representative at all reasonable times until the expiration of 7 (seven) years from the date of final payment, for inspection, audit, or reproduction. On request, employees of the Supplier shall be available for interview.
14. Confidentiality
All information which comes into the Supplier’s possession or knowledge in connection with this Agreement is to be treated as strictly confidential. The Supplier should not communicate such information to any third party without the prior written approval of IOM. The Supplier shall comply with IOM Data Protection Principles in the event that it collects, receives, uses, transfers or stores any personal data in the performance of this Agreement. These obligations shall survive the expiration or termination of this Agreement.
15. Notices
Any notice given pursuant to this Agreement will be sufficiently given if it is in writing and received by the other Party at the following address:International Organization for Migration (IOM)Attn: [Name of IOM contact person] [IOM’s address][IOM’s email address ]
[Full name of the Supplier]Attn: [Name of the Supplier’s contact person] [Supplier’s address][Supplier’s email address]
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16. Dispute Resolution
16.1. Any dispute, controversy or claim arising out of or in relation to this Agreement, or the breach, termination or invalidity thereof, shall be settled amicably by negotiation between the Parties.
16.2. In the event that the dispute, controversy or claim has not been resolved by negotiation within 3 (three) months of receipt of the notice from one party of the existence of such dispute, controversy or claim, either Party may request that the dispute, controversy or claim is resolved by conciliation by one conciliator in accordance with the UNCITRAL Conciliation Rules of 1980. Article 16 of the UNCITRAL Conciliation Rules does not apply.
16.3. In the event that such conciliation is unsuccessful, either Party may submit the dispute, controversy or claim to arbitration no later than 3 (three) months following the date of termination of conciliation proceedings as per Article 15 of the UNCITRAL Conciliation Rules. The arbitration will be carried out in accordance with the 2010 UNCITRAL arbitration rules as adopted in 2013. The number of arbitrators shall be one and the language of arbitral proceedings shall be English, unless otherwise agreed by the Parties in writing. The arbitral tribunal shall have no authority to award punitive damages. The arbitral award will be final and binding.
16.4. The present Agreement as well as the arbitration agreement above shall be governed by internationally accepted general principles of law and by the terms of the present Agreement, to the exclusion of any single national system of law that would defer the Agreement to the laws of any given jurisdiction. Internationally accepted general principles of law shall be deemed to include the UNIDROIT Principles of International Commercial Contracts. Dispute resolution shall be pursued confidentially by both Parties. This Article survives the expiration or termination of the present Agreement.
17. Use of IOM’s Name
The official logo and name of IOM may only be used by the Supplier in connection with this Agreement and with the prior written approval of IOM.
18. Status of IOM
Nothing in this Agreement affects the privileges and immunities enjoyed by IOM as an intergovernmental organization.
19. Indemnification and Insurance
19.1 The Supplier shall at all times defend, indemnify, and hold harmless IOM, its officers, employees, and agents from and against all losses, costs, damages and expenses (including legal fees and costs), claims, suits, proceedings, demands and liabilities of any kind or nature to the extent arising out of or resulting from acts or omissions of the Supplier or its employees, officers, agents or subcontractors, in the performance of this Agreement. IOM shall promptly notify the Supplier of any written claim, loss, or demand for which the Supplier is responsible under this clause.
19.2 This indemnity shall survive the expiration or termination of this Agreement.
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19.3 The Goods supplied under this Agreement shall be fully insured in a freely convertible
currency against loss or damage resulting from or related to manufacture or acquisition, transportation, storage, and delivery. Further insurance requirements may be specified in the Technical Specifications.
20. Waiver
Failure by either Party to insist in any one or more instances on a strict performance of any of the provisions of this Agreement shall not constitute a waiver or relinquishment of the right to enforce the provisions of this Agreement in future instances, but this right shall continue and remain in full force and effect.
21. Termination and Re-procurement
21.1 IOM may terminate this Agreement, in whole or in part, at any time with written notice to the Supplier. Any monies paid in advance by IOM shall be refunded on or before the date of termination.
21.2 If IOM terminates this Agreement in whole or in part for default on the part of the Supplier, it may acquire elsewhere goods similar to those terminated and the Supplier shall be liable for any excess costs to IOM for the re-procurement of those goods as well as the removal of any or all of the Supplier’s product or equipment from IOM’s premises or other places of delivery. The Supplier shall not be liable for any excess costs if the failure to perform under this Agreement arises from causes beyond its control and without fault or negligence of the Supplier.
21.3 Upon any such termination, the Supplier shall waive any claims for damages including loss of anticipated profits on account thereof.
22. Severability
If any part of this Agreement is found to be invalid or unenforceable, that part will be severed from this Agreement and the remainder of the Agreement shall remain in full force.
23. Entirety
This Agreement and any Annexes embody the entire agreement between the Parties and supersede all prior agreements and understandings, if any, relating to the subject matter of this Agreement.
24. Special Provisions (Optional)
Due to the requirements of the Donor financing the Project, the Implementing Partner shall agree and accept the following provisions:
[Insert all donor requirements which must be flown down to IOM’s implementing partners and subcontractors. In case of any doubt, please contact [email protected]]
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25. Final Clauses
25.1 This Agreement will enter into force upon signature by both Parties and shall remain in force until completion of all obligations of the Parties under this Agreement.
25.2 Amendments to this Agreement may be made by mutual agreement in writing between the Parties.
Signed in duplicate in English, on the dates and at the places indicated below.
For and on behalf ofThe International Organizationfor Migration
For and on behalf of[Full name of the Supplier]
Signature Signature
_________________________NamePositionDatePlace
____________________________NamePositionDatePlace
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Annex G
BANK GUARANTEE FOR ADVANCE PAYMENT
To: [name and address of IOM Mission]
Contract Name: [insert name of Contract]
Gentlemen:
In accordance with the provisions of the General Instruction, Article No. 19 (“Payment”) of the above-mentioned Contract, [name and address of Supplier] (hereinafter called “the Supplier”) shall deposit with [insert name of IOM Mission] a Bank Guarantee to guarantee his proper and faithful performance under the said Clause of the Contract in an amount of [amount of Guarantee in words and figure] .
We, the [Bank name and address ] as instructed by the Supplier, agree unconditionally and irrevocably to guarantee as primary obligator and not as Surety merely, the payment to [name of IOM Mission and address] on his first demand without whatsoever right of objection on our part and without his first claim to the Supplier, in the amount not exceeding [amount of Guarantee] [amount in words and required currency] .
We further agree that no change or addition to or other modification of the terms of the Contract to be performed there under or of any of the Contract documents which may be made between [name of IOM Mission and address] and the Supplier, shall in any way release us from any liability under this Guarantee, and we hereby waive notice of any such change, addition, or modification.
This Guarantee shall remain valid and in full effect from the date of the advance payment under the Contract until [name of IOM Mission and address] receives full repayment of the same amount from the Supplier.
Yours truly,
Signature and seal:
Name of Bank: Address: Date:
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